UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM  10-KSB


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                     FOR THE FISCAL YEAR ENDED JUNE 30, 1999
                                       OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER 000-04395

                           COBB RESOURCES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                       NEW MEXICO                   85-0206160
              (STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)      IDENTIFICATION NO.)

                 302 EAST JACKSON, WEST COLUMBIA, TEXAS   77486
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   (ZIP CODE)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (409) 345-5666

       SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   NONE

   SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:   COMMON STOCK,
                                 $.10 PAR VALUE
                                (TITLE OF CLASS)

     Indicate  by  check  mark  whether the Registrant (1) has filed all reports
required  to  be  filed by Section 13 of 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]   No  [  ]

     As  of  September  9,  1999, there were outstanding 8,534,257 shares of the
registrant's  $.10  par  value  Common  Stock. The aggregate market value of the
common  stock  held  by non-affiliates was approximately $212,500. The Company's
revenues  for  the  year  ended  June  30,  1999  were  $57,757.

<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents


PART I
<S>                                                                      <C>
Item 1.  Business . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . . . . .   5

Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . .   6

Item 4.  Submission of Matters to a Vote of Security Holders. . . . . .   6

PART II

Item 5.  Market for Registrant's Common Equity
         and Related Stockholder Matters. . . . . . . . . . . . . . . .   7

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations. . . . . . . . . . . . . . . . . . .   7

Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . . . .  11

Item 8.  Changes in and Disagreements with Accountant
         on Accounting and Financial Disclosure . . . . . . . . . . . .  11

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act. . . . . . .  11

Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . . .  12

Item 11. Security Ownership of Certain Beneficial Owners and Management  13

Item 12. Certain Relationships and Related Transactions . . . . . . . .  13

Item 13. Exhibits, and Reports on Form 8-K. . . . . . . . . . . . . . .  14

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
</TABLE>

<PAGE>
                                     PART I

ITEM  1.     BUSINESS

GENERAL

     Cobb  Resources  Corporation (the "Company"), a New Mexico corporation, has
been  active  in  the  mining  and oil and gas sectors. The Company owns royalty
interests  and  leases.

MINING  SECTOR

     The  Company  owns  a  royalty  interest in its Copper Flat property in New
Mexico,  and  a minimal interest in a limestone mineral prospect. Pursuant to an
agreement  with Hydro Resources Corporation ("Hydro") , a New Mexico corporation
owned  substantially  by  Mr.  George  O.  Lotspeich, the former President and a
former  director  of  the Company , the Company sold the Copper Flat property in
July  1989 to Copper Flat Mining Company, Ltd., a Colorado corporation ("CFMC").
Proceeds  to  the  Company  which were paid at closing included the first year's
annual  minimum royalty of $150,000 and an expense reimbursement of $25,000. The
agreement  with  CFMC provides for continuing minimum annual royalty payments of
$150,000  until  production  begins. Thereafter royalties are 2-1/2% Net Smelter
Return  ("NSR") until the earlier of payout or five years and 5% NSR thereafter.
NSR  refers  to  gross  proceeds  from sales of concentrates less transportation
costs  and  penalties.  After  the  initial  royalty  payment  to the Company of
$150,000, the Company and Hydro were to each receive 50% of all future payments,
after  reimbursement  of  expenses.  In  an  agreement  entered into between the
Company and Hydro dated April 5, 1991, Hydro reconveyed a portion of its royalty
and reversionary rights in the Copper Flat property to the Company. As a result,
the  Company will receive 51% of all future royalty payments after reimbursement
of  expenses,  and Hydro will receive the remaining 49% of each royalty payment.
In the event the Copper Flat property reverts under the agreement with CFMC, the
Company  and  Hydro would receive a 51% and a 49% interest, respectively, in the
property.  Annual  royalty  payments  from  the Copper Flat property are due and
payable  not  later than September 30 of each year, although such payment may be
paid  within  a  60  day grace period following written notification and demand.

     On  January  26, 1994, the Company and Hydro entered into an agreement with
Alta  Gold Company, a Nevada Corporation, ("Alta") whereby the royalty interests
held  by  the Company and Hydro in the Copper Flat property would be adjusted in
order  to  make  the  development  of  the  Copper  Flat  property  viable.  In
consideration  of  the  foregoing, Alta agreed to provide the Company/Hydro with
375,000 restricted shares of Alta stock within thirty days of Alta's acquisition
of the Copper Flat property. At any time within two years from the date on which
the  stock is issued, Alta shall have the right to repurchase 125,000 shares for
$4.00  per  share,  upon  giving  the  Company/Hydro  thirty  days  notice.  The
Company/Hydro  will  have  the option, upon written demand to Alta within thirty
days  after  the  second  anniversary  date of the stock issuance, if the market
price  of  the  stock on the second anniversary is less than $4.00 per share, to
demand that Alta pay to the Company/Hydro the difference between $4.00 per share
and the market price per share on the second anniversary date as multiplied by a
maximum  of  250,000  shares.  Alta  shall have sixty days from the date of said
demand  to  pay  same.

                                        1
<PAGE>
     On  June  14, 1994 Alta acquired the Copper Flat property and thereafter on
June  22, 1994 Alta issued to the Company its pro rata 51% of the 375,000 shares
of Alta common stock. At that date, the market price of the Alta common stock as
traded  on  NASDAQ  was  $1.25  per  share.  As a result of the transaction, the
Company  reported  a  net gain of $679,394. The Company's interest in the Copper
Flat property had been previously written off as discontinued mining operations.

     At various times in July and August 1996, the Company sold all its holdings
totaling  191,250  shares  of  common stock in Alta for combined net proceeds of
$674,173.  In  accordance  with  the agreement, Alta paid the Company $55,781 in
September  1996 which represented the difference between $4.00 per share and the
market  price  per  share  on  the  second  anniversary  date  of the agreement.

     As  a  result  of  the  agreement,  Alta  will  be  obligated  to  pay  the
Company/Hydro  a  2-1/2%  Net  Smelter  Return  for as long as Alta operates the
Copper Flat property which amends the 5% Net Smelter Return as above. The annual
minimum  royalty  payment  will  be credited against future production royalties
after Alta acquires the Copper Flat property. If the Copper Flat property is not
in  production  at  the  end of the five year period, the annual minimum royalty
payment  will  no  longer  be  credited against future production royalty. In no
event,  however,  will the production royalty due the Company/Hydro be less than
$150,000  per  year.

     The Company/Hydro also granted Alta a Right of First Refusal on the royalty
interest  held.  Alta  will  have  sixty  days  from  the date it is notified to
exercise  its  Right  of  First Refusal. The Right of First Refusal granted will
have  a term of 10 years from the date Alta exercises its option to purchase the
Copper  Flat  property.

     However,  in April 1999, the operator of the Copper Flat property filed for
reorganization under Chapter 11 of the Federal Bankruptcy Code and the matter is
still  pending. As a result of such reorganization at June 30, 1999, the Company
fully  reserved  $60,000  of  royalties  receivable  previously  accrued.

                                        2
<PAGE>
OIL  AND  GAS  SECTOR

     During  1998,  the Company participated in the drilling and completion of 3
gas  wells  in  the  San Juan Basin of New Mexico. These wells are now producing
moderate  amounts  of gas from the Dakota formation. Based on electric logs, the
Gallup  formation  could  contain  hydrocarbons, although this formation has not
been  tested.  The  Company's  net interest in these wells is 2.5%. Accordingly,
the  Company does not anticipate that these wells will have a material impact on
the  Company's  financial condition or operations. The Company also owns certain
oil  and  gas  leases  in the San Juan Basin of New Mexico totaling 1,400 acres.

GOVERNMENT  REGULATION

     Mining  operations  are  subject  to  extensive  federal,  state  and local
regulations.  Permits  must  be  obtained  from various federal, state and local
agencies  prior  to  the establishment of any mining and milling operations. The
Company  has  not experienced difficulty obtaining such required permits for its
past  operations  and  believes  that  it  is  in  substantial  compliance  with
regulations  pertaining  to  its  operations.  The Company believes its costs to
comply with such laws have been generally consistent with the levels experienced
throughout the industry. However, the Company can give no assurance that permits
for  any  future  mining or milling operations will continue to be obtainable or
that  the associated costs to comply with laws concerning government regulations
will  be affordable for any future mining operations. The Company cannot predict
future  legislation  or  regulations  that  may be passed or adopted which could
require  additional  expenses,  capital  expenditures, restrictions or delays in
operations  which  could  have  a  materially adverse effect on the value of the
Company's  mining  lease  holdings  or  its  mining  or  minerals  operations.

     The  Company's  domestic  production and sale of oil and gas are subject to
regulation  by the Department of Energy. Rates of production have for many years
been  subject  to federal and state conservation laws and the petroleum industry
has been subject to federal tax laws dealing specifically with the industry. The
Company  is  subject  to various federal, state and local regulations regarding,
among  other  things,  environmental and ecological matters. While environmental
laws  affecting  oil  and  gas  operations  may  potentially require significant
capital  outlays, such laws and related regulations did not materially hinder or
adversely  affect  the  Company's  production  and  sale  of  oil  and  gas.

                                        3
<PAGE>
COMPETITION

     The  Company's  mining  operations  have competed with other entities which
have  financial  and  other  resources  greater  than  those of the Company. The
acquisition,  exploration, development, production and sale of precious and base
metals,  are  subject  to  many factors which are outside the Company's control.

     The  exploration  for and development of minerals is highly speculative and
involve  greater  risks  than  many  other  businesses.  The  Company's  mining
operations, in addition to being subject to environmental issues, are subject to
operating  hazards  and  risks  which  are  normal in the development of mineral
properties, such as encountering unusual or unexpected formations. Unforeseen or
uninsured  losses  or  liabilities  might occur which could adversely affect the
Company's  ability  to  operate.

     The  Company  competes  with  numerous other parties in the exploration and
acquisition  of oil and gas reserves, in the marketing of oil and gas and in the
raising  of  funds to explore for oil and gas. The Company's competitors include
major  oil  companies,  independent oil companies and individuals, many of which
have financial resources, staffs and facilities substantially greater than those
of  the Company. Despite product price fluctuations, competition remains intense
for  the  acquisition  of  oil  and  gas  prospects  and  properties.

     Competitive  conditions  in marketing of products are influenced by factors
including  the  production  volume  of  other  domestic  crude oil and crude oil
imports;  the  proximity of pipelines to producing properties; the regulation by
states  of  allowable  rates  of  production;  and  the  regulation  by  federal
authorities  of the marketing of crude oil and natural gas. All of the foregoing
are  variable  factors  which  are  influenced  by economic and political forces
beyond  the  Company's  control  and  which can not be predicted with assurance.

EMPLOYEES

                                        4
<PAGE>
     At  June 30, 1999, the Company had one full time employee. In addition, the
Company  periodically  employs  part  time  personnel  and  retains  outside
professionals  which  provide  accounting,  legal,  administrative  and  other
services.

     The  Company's  business  does  not  presently  require  expenditure  of
substantial  funds for research and development. Sales of oil and gas tend to be
influenced by factors including local demand, the availability of transportation
and  seasonal  weather  conditions with increased sales during the colder winter
months.  The  Company  does  not believe that any other materials aspects of its
business  are  significantly  seasonal  in  nature.

     Other than mineral leases with various state, federal and private entities,
the  Company has no material mining patents, trademarks, licenses, franchises or
concessions.

ITEM  2.     PROPERTIES

OFFICE  FACILITIES

     The  Company  maintains  its  corporate  offices  at 302 East Jackson, West
Columbia,  Texas  77486. The Company rents approximately 450 square feet at this
location  and  pays  $639.33  per month for rent (approximately $8,000 per year)
pursuant  to  an informal month to month lease with the Company's president. The
Company  believes  that its properties are suitable and adequate for its present
and  contemplated  operations.

MINING  PROPERTIES

     The  Copper  Flat  property  is  located  in the Hillsboro Mining District,
Sierra  County,  New Mexico approximately five miles northeast of Hillsboro, New
Mexico.  The  property  is  accessible  by private unpaved roads and consists of
unpatented  lode  and  placer  mining  claims,  unpatented  mill site claims and
patented  mining  claims.  Geological  reports support primarily copper deposits
although  gold,  silver  and  molybdenum  are  indicated  in  lesser  amounts.

OIL  AND  GAS  LEASES

     The  Company  also owns certain oil and gas leases in the San Juan Basin of
New  Mexico  totaling  approximately  1,400  acres.

                                        5
<PAGE>
ITEM  3.     LEGAL  PROCEEDINGS

     Other  than  routine  litigation  incidental to the Company's business, the
following  summarizes  the legal proceedings of which management is aware and in
which the Company or its wholly-owned subsidiaries and any of their directors or
officers  are  party:

     On  October  30,  1990, a mining joint venture (the "Venture") in which the
Company  was  previously  involved,  received  notice  from  the  United  States
Environmental Protection Agency ("EPA") that the Venture was believed by the EPA
to  be  a  "potentially  responsible party" for the release of certain allegedly
hazardous substances at a site located in central Colorado. The Venture operated
the  facility  for only a brief period, but may be required to bear its share of
any  costs  incurred  in connection with this matter. Any such amounts for which
the  Company  may  ultimately  be  held  liable may not be adequately covered by
insurance.

     The  Company  believes  that  other parties have taken appropriate response
action  required at this central Colorado site and have obtained EPA approval of
their  cleanup  actions. In the opinion of the Company's management and based on
independent  advice  from  professional  experts  engaged to assess the site, it
appears unlikely that the Company will be responsible to bear material liability
in  this  matter.

     The  Company  was  formerly  a  participant  in the Alma Mine Joint Venture
("AMV")  and  London Mine Joint Venture ("LMV"). The Company was notified by the
operator  of ("LMV") that on December 8, 1991, the venture had received a notice
of violation from the Colorado Department of Health ("Department") in connection
with  alleged  noncompliance  with  certain amended standards of water discharge
permits  at the London Mine from July 1991 through October 1991. The London Mine
was operated during this period by the operators of each of the AMV and the LMV.
The  notice  of  violation  included  a  cease  and desist order with respect to
further violations and notes the possibility of imposition of significant fines.
To  date,  while  the  Department has not assessed any fines, the Company is not
able  to  assess fully the extent to which, if any remedial action is determined
to  be  necessary,  the  Company  may  be held responsible for any such required
remediation,  and there can be no assurance that the ultimate resolution of this
matter  will  not  have  a material adverse effect on the Company in the future.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were  submitted  to vote by security holders during the fourth
quarter  of  the  fiscal  year  ended  June  30,  1998.

                                        6
<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
             MATTERS

     The  Company's  trading symbol is COBB. The ranges of reported high and low
bid  quotations  for the Company's Common Stock for each quarterly period within
the  two  years  ended  June  30,  1998  are  set forth below. Quotations are as
reported by the National Quotation Bureau or members of the National Association
of Securities Dealers who maintain a market in the Company's Common Stock on the
OTC  Bulletin  Board.  Such  quotations represent prices between dealers without
retail  markup,  markdown or commissions and do not necessarily represent actual
transactions.

<TABLE>
<CAPTION>
                    HIGH    LOW
QUARTER ENDED        BID    BID
<S>                 <C>    <C>
September 30, 1997  $0.12  $0.06
December 31, 1997.  $0.12  $0.06
March 31, 1998 . .  $0.12  $0.06
June 30, 1998. . .  $0.09  $0.06

September 30, 1998  $ .17  $ .06
December 31, 1998.  $ .12  $ .10
March 31, 1999 . .  $ .12  $ .08
June 30, 1999. . .  $ .12  $ .08
</TABLE>

     As  of September 10, 1999, the closing bid price of the common stock of the
Company  was  $.05,  there were approximately 1143 shareholders of record of the
Company's Common Stock. The Company's transfer agent is C/W Registrar & Transfer
Agency,  Inc., in care of Securities Transfer Corporation, 16910 Dallas Parkway,
Suite  100,  Dallas,  Texas  75248.

     The  Company  has  not paid any cash dividends on its Common Stock and does
not  expect  to  do  so  in  the  foreseeable  future.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

     The  following  discussion should be read in conjunction with the Company's
consolidated  financial  statements and related notes included elsewhere in this
Report.  See  Financial  Statements.

INFORMATION  REGARDING  AND  FACTORS  AFFECTING  FORWARD-LOOKING  STATEMENTS

     The  Company  is  including  the  following  cautionary  statement  for any
forward-looking  statements  made  by,  or  on  behalf  of,  the  Company.
Forward-looking  statements  include  statement  concerning  plans,  objectives,
goals,  strategies, future events  or performance and underlying assumptions and
other statements which are other  than  statements of historical facts.  Certain
statements  in  this  Form 10-KSB are forward-looking statements.  Words such as
"expects", "anticipates", "estimates"  and  similar  expressions are intended to
identify forward-looking statements.  Such  statements  are subject to risks and
uncertainties  that could cause  actual  results to differ materially from those
projected.  Such  risks  and  uncertainties  are set forth below.  The Company's
expectations,  beliefs  and  projections  are  expressed  in  good faith and are
believed  by  the  Company  to  have  a  reasonable  basis,  including  without
limitation,  management's  examination  of  historical  operating  trends,  data
contained  in the Company's records and other data available from third parties,
but  there  can  be  no  assurance  that  management's  expectation,  beliefs or
projections will result, be achieved, or be accomplished.  In  addition to other
factors  and  matters discussed elsewhere herein,  the  following  are important
factors that, in the view of the Company, could  cause  material adverse affects
on  the Company's financial condition and results  of operations: the ability of
the  Company to maintain its rights in its mineral and oil and gas interests and
properties;  and  competitive  factors  and  commodity pricing on minerals.  The
Company has no obligation to update or revise these  forward-looking  statements
to  reflect  the  occurrence  of  future  events  or  circumstances.

                                        7
<PAGE>
OVERVIEW

     Cobb  Resources  Corporation's  (the  "Company")  operations  are  funded
primarily  through  internally  generated  funds from operations and the sale of
certain  marketable  equity  securities.  Management intends to continue to hold
fixed  and  administrative  expenditures to low levels which are consistent with
the  Company's  balance  sheet  financial  ratios  and  anticipated  income.

RESULTS  OF  OPERATIONS

1999  COMPARED  TO  1998

     The Company reported copper royalty income of $76,500 for each of the years
ended  June  30,  1999 and 1998, reflecting the Company's proportionate share of
the  annual  minimum  royalty payment related to its interest in the Copper Flat
property.  Such  royalty income was accrued, but $60,000 of royalties receivable
were  reserved  when  the operator of Copper Flat fled for bankruptcy protection
under  Chapter  11  of  the  Federal  Bankruptcy Code. Interest and other income
increased  to  $41,257  for the year ended June 30, 1999, as compared to $20,985
for  the  year  ended  June 30, 1998 due to lease rentals on certain oil and gas
properties.  Interest  income  remained consistent for 1998 as compared to 1997.

     The  Company  incurred oil and gas property lease expenses of $4,163 during
the  year ended June 30, 1999 as compared to $10,411 for the year ended June 30,
1998,  due  to  reduced lease activity. Depreciation, depletion and amortization
was  $8,724  for  the  current  year  as  compared to $8,675 for the prior year.
Depreciation  expense  remained  constat due to a stable equipment base. General
and  administrative expenses were $215,686 for the current year and $327,158 for
the  previous  year.  These  expenses  decreased  significantly as a result of a
reduction  in officers salaries and professional fees. This significant decrease
was  partially  offset  by  a  $72,500  provision  for  bad  debts.

     The Company realized net losses on the sale of marketable equity securities
for  the year ended June 30, 1999 of $219,515 compared to net losses of $157,424
for  the  year  ended  June  30,  1998. The Company had net unrealized losses on
marketable  equity  securities  of  $6,936  for  the year ended June 30, 1999 as
compared  to  unrealized  gain of $104,173 for the year ended June 30, 1998. The
performance  by  the  Company's investment in marketable equity securities had a
significant  negative  impact  on  the  Company's  operating  results  in  1999.

     Reflecting  the factors discussed above, the Company reported a net loss of
$442,044 for the year ended June 30, 1999 compared to a net loss of $305,467 for
the  year  ended  June  30,  1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's  primary  source  of  operating  income has been the royalty
interest  on  its  Copper Flat property in southern New Mexico and proceeds from
the sale of certain marketable equity securities and office building. Since 1990
the  Copper  Flat property has been held for possible development by Copper Flat
Mining  Company, Ltd., a subsidiary of Gold Express Corporation ("Gold Express")
with  the payment of annual delay rentals to the Company of $150,000 per year on
a  gross  basis.  Such  amounts  are  then  divided on a 51/49% basis with Hydro
Resources Corporation. Annual royalty payments from the Copper Flat property are
due  and payable not later than September 30 of each year, although such payment
may  be  paid  within  a  60 day grace period following written notification and
demand.

                                        8
<PAGE>
     On  January  26, 1994, the Company and Hydro entered into an agreement with
Alta  Gold Company, a Nevada Corporation, ("Alta") whereby the royalty interests
held  by  the Company and Hydro in the Copper Flat property would be adjusted in
order  to  make  the  development  of  the  Copper  Flat  property  viable.  In
consideration  of  the  foregoing, Alta agreed to provide the Company/Hydro with
375,000 restricted shares of Alta stock within thirty days of Alta's acquisition
of the Copper Flat property. At any time within two years from the date on which
the  stock is issued, Alta shall have the right to repurchase 125,000 shares for
$4.00  per  share,  upon  giving  the  Company/Hydro  thirty  days  notice.  The
Company/Hydro  will  have  the option, upon written demand to Alta within thirty
days  after  the  second  anniversary  date of the stock issuance, if the market
price  of  the  stock on the second anniversary is less than $4.00 per share, to
demand that Alta pay to the Company/Hydro the difference between $4.00 per share
and the market price per share on the second anniversary date as multiplied by a
maximum  of 250,000 shares. Alta shall have 60 days from the date of said demand
to  pay  same.

     On  June  14, 1994 Alta acquired the Copper Flat property and thereafter on
June  22, 1994 Alta issued to the Company its pro rata 51% of the 375,000 shares
of Alta common stock. At that date, the market price of the Alta common stock as
traded  on  NASDAQ  was  $1.25  per  share.  As a result of the transaction, the
Company  reported  a  net gain of $679,394. The Company's interest in the Copper
Flat property had been previously written off as discontinued mining operations.

     As  a  result  of  the  agreement,  Alta  will  be  obligated  to  pay  the
Company/Hydro  a  2-1/2%  Net  Smelter  Return  for as long as Alta operates the
Copper Flat property which amends the 5% Net Smelter Return as above. The annual
minimum  royalty  payment  will  be credited against future production royalties
after Alta acquires the Copper Flat property. If the Copper Flat property is not
in  production  at  the end of said five year period, the annual minimum royalty
payment  will  no  longer  be  credited against future production royalty. In no
event,  however,  will the production royalty due the Company/Hydro be less than
$150,000  per  year.

     However,  in April 1999, the operator of the Copper Flat property filed for
reorganization  under  Chapter 11 of the Federal Bankruptcy Code. This matter is
still  pending.  As  a result of this reorganization, the Company fully reserved
$49,500 of royalties receivable recognized by the Company during the nine months
ended  March  31,  1999.

     The Company/Hydro also granted Alta a Right of First Refusal on the royalty
interest  held.  Alta  will  have  sixty  days  from  the date it is notified to
exercise  its  Right  of  First Refusal. The Right of First Refusal granted will
have  a term of 10 years from the date Alta exercises its option to purchase the
Copper  Flat  property.

                                        9
<PAGE>
     In  1998, in conjunction with its reorientation of its business objectives,
the  Company  terminated  all  cost  for  full-time employees and entered into a
contract  for  the  sale of its New Mexico office building. The sale transaction
was completed in August 1996 with the Company receiving net proceeds of $92,294.
The  Company  anticipates  that  for  the  near  term,  the  Company's operating
expenditures  will  continue  to be strictly limited and that cash proceeds from
sale  of  common  stock  in Alta and from sale of its New Mexico office building
will  provide  adequate  working  capital  to  sustain the Company's operations.

     At  June  30, 1999, the Company had cash and cash equivalents of $70,906 as
compared  to $179,588 at June 30, 1998, representing a net decrease of $108,682.
During  the  year  ended  June  30,  1999,  the  Company used $84,825 of cash in
operating  activities  as  compared  to  $179,056 during the year ended June 30,
1998.  The  decreased  use  of  cash in operations was primarily the result of a
reduction in salaries to officers and a reduction in professional fees. However,
the  Company's  investment  in  marketable equity securities yielded substantial
losses  in  1999 and was primarily responsible for a $415,478 decline in working
capital  at  June  30,  1999  as  compared  to  June  30,  1998.

IMPACT  OF  YEAR  2000

     The  Year 2000 issue is the result of computer programs being written using
two  digits rather than four to define the applicable year. Any of the Company's
computer  programs  that have time sensitive software may recognize a date using
"00"  as  the year 1900 rather than the year 2000. This could result in a system
failure  or  miscalculation  causing  disruption  of  business  activities.

     Based  on  its  assessments,  the  Company  believes  that  no  significant
modifications  of  existing  computer  software  will  be  required. The Company
believes  that its computer systems will function properly with respect to dates
in the year 2000 and thereafter. The Company also believes that costs related to
the  Year  2000  issue  have not and will not be significant and will not exceed
$5,000.

     The  Company  has assessed its relationships with significant suppliers and
major  customers  to  determine the extent to which the Company is vulnerable to
any  third  party's failure to remedy their own Year 2000 issues. Based on these
assessments,  management  believes that significant exposure does not exist with
respect to third parties.

                                       10
<PAGE>
ITEM  7.     FINANCIAL  STATEMENTS

     The  information required hereunder is included in this report as set forth
beginning  on  page  F-1.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANT ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

     None.

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

The  following  table  sets  forth  the  directors and executive officers of the
Company

<TABLE>
<CAPTION>
NAME              AGE            POSITION
----------------  ---  ----------------------------
<S>               <C>  <C>
Charles Cobb IV.   69  Chairman, President and CEO,
                       Chief Accounting Officer
H. Wesley Griggs   51  Director
Christy Foster .   30  Director
</TABLE>

     Directors  are  elected  annually  and  hold  office  until the next annual
meeting of the stockholders of the Company or until their successors are elected
and  qualified.  Officers  serve  at  the  discretion of the Board of Directors.
Mr. Cobb is the father of Ms.  Foster. Mr. Cobb is the uncle of Mr. Griggs.  Ms.
Foster  and  Mr.  Griggs  are  cousins.

BIOGRAPHIES

     Charles  Cobb  IV  serves as Chairman, President and CEO of the Company. He
has  been  a  Director  and  the  President  of  the  Company  since  1992.

     H. Wesley Griggs has been a Director of the Company since 1992. He has been
an  attorney since 1974. Mr. Griggs has a B.A. Degree from Rice University and a
J.D.  Degree  from  the  University  of  Texas.

     Christy  Foster  has  been  a Director of the Company since 1992. From 1992
until  1993,  Ms. Foster was a travel agent with CUC International. During 1994,
Ms.  Foster  attended  Sam Houston State University. During 1995, Ms. Foster was
with  Court's  Saddlery  in  a  sales position. During 1996, Ms. Foster attended
Stephen  F.  Austin  State University. From 1997 through the present, Ms. Foster
has  been  employed  at  East  Texas  Tack  and  Veterinarian  Supply.

CERTAIN  SECURITIES  FILINGS

     The  Company  believes  that  the  reports required by Section 16(a) of the
Exchange  Act  have been filed timely by Messrs. Cobb and Griggs and Ms. Foster.

                                       11
<PAGE>
ITEM  10.     EXECUTIVE  COMPENSATION

<TABLE>
<CAPTION>
                                 SUMMARY  COMPENSATION  TABLE

                                                        LONG-TERM
                                                   COMPENSATION  AWARDS
                                                                                   ALL
                                                              SECURITIES  PAYOUTS  OTHER
NAME AND               ANNUAL COMPENSATION        RESTRICTED  UNDERLYING           COM-
PRINCIPAL                                           STOCK     OPTIONS/     LTIPS   PENSA-
POSITION         YEAR  SALARY    BONUS     OTHER    AWARDS    SARS        PAYOUTS  TION
<S>              <C>   <C>       <C>       <C>    <C>         <C>         <C>      <C>
Charles          1999  $108,737     -0-      -0-         -0-         -0-     -0-     -0-
Cobb IV          1998  $127,235     -0-      -0-         -0-         -0-     -0-     -0-
CEO              1997    63,420     -0-      -0-         -0-         -0-     -0-     -0-
</TABLE>

<TABLE>
<CAPTION>
             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES

                                              Number Of
                                              Securities         Value Of
                                              Underlying        Unexercised
                                             Unexercised       In-The-Money
                                           Options/SARs At    Options/SARs At
                                           Fiscal Year-End    Fiscal Year-End
                    Shares        Value          (#)                ($)
                  Acquired On   Realized     Exercisable/      Exercisable/
Name             Exercise  (#)     ($)      Unexercisable      Unexercisable
<S>              <C>            <C>        <C>               <C>
Charles Cobb IV            -0-        -0-     250,000 / -0-  $    10,000 / -0-
</TABLE>

DIRECTOR  COMPENSATION

     The  Company  does  not currently pay any cash director's fees, but it pays
the  expenses,  if  any,  of  its  directors  in  attending  board  meetings.

                                       12
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following table sets forth certain information as of September 9, 1999
respect to the beneficial ownership of shares of Common Stock by (I) each person
who  is known to the Company to beneficially own more than 5% of the outstanding
shares  of Common Stock, (ii) each director of the Company, (iii) each executive
officer  of  the  Company  and  (iv) all executive officers and directors of the
Company as a group. Unless otherwise indicated, each stockholder has sole voting
and  investment  power  with  respect  to  the  shares  shown.

<TABLE>
<CAPTION>
                                   NUMBER OF    PERCENT Of CLASS
NAME                             SHARES OWNED    OF COMMON STOCK
-------------------------------  -------------  -----------------
<S>                              <C>            <C>
Charles Cobb IV . . . . . . . .  4,250,000 (1)              49.8%
302 East Jackson
West Columbia, Texas 77486

H. Wesley Griggs. . . . . . . .           -0-                -0-
302 East Jackson
West Columbia, Texas 77486

Christy Foster. . . . . . . . .           -0-                -0-
302 East Jackson
West Columbia, Texas 77486

All Directors and Executive
Officers as a group (3 persons)     4,250,000               49.8%
<FN>
_________________
(1)     Includes  an  option  to purchase 250,000 shares of the Company's common
stock  at  an  exercise price of $0.06 per share which expires on July 10, 2004.
</TABLE>

     The  Company  knows  of  no  arrangement or understanding, the operation of
which  may  at  a  subsequent date result in a change of control of the Company.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  current  Board  of  Directors of the Company has adopted a policy that
Company  affairs  will  be  conducted in all respects by standards applicable to
publicly-held  corporations.

     The  Company  maintains  its  corporate  offices  at 302 East Jackson, West
Columbia,  Texas  77486,  which is the home of the president of the Company, Mr.
Charles  Cobb,  who  also owns 49.8% percent of the common stock of the Company.
This  arrangement is of an indefinite duration. During fiscal 1998 and 1999, the
Company  paid  $7,675  in  rent  for  its  offices.  The  Company  believes that
the  terms  and  conditions of this arrangement were no less as favorable to the
Company  than  terms  attainable  from  unaffiliated  third parties. The Company
believes  that  its  properties  are  suitable  and adequate for its present and
contemplated  operations.

     H.  Wesley  Griggs,  a  director and legal counsel to the Company, borrowed
$60,000  from the Company. Mr. Grigs executed a promissory note in the principal
face  amount  of $60,000 payable to the Company. This note bears interest at the
rate  of  12%  per  annum.  This  note matures on December 31, 1999. The Company
believes  that  the  terms  and  conditions  of this arrangement were no less as
favorable  to the Company than terms attainable from unaffiliated third parties.

                                       13
<PAGE>
ITEM  13.     EXHIBITS  REPORTS  ON  FORM  8-K.

(a)    EXHIBITS
3.1     *     Articles  of  Incorporation  as  amended
3.2     *     Bylaws
10.1    *     Alta  Gold  Company  Agreement
10.2    *     Royalty  Deed  related  to  Exhibit  10.1
27.1    **    Financial  Data  Schedule
_______________________
     *     Incorporated by reference to the Company's Annual Report on Form 10-K
           Amendment  Number  One  for  the  fiscal year ended June 30, 1997, as
           filed  with  the  Commission  on  July  16,  1998.
     **    Filed  herewith

(b)    REPORTS  ON  FORM  8-K

       No  reports  on  Form  8-K  were  filed  during the Company's last fiscal
quarter of  1999.

                                       14
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act  of  1934, the Company has duly caused this report to be signed on
its  behalf  by  the undersigned, thereunto duly authorized on October 11, 1999.


                                   COBB  RESOURCES  CORPORATION
                              By:  /s/  Charles  Cobb  IV
                              -------------------------------
                                   Charles  Cobb,  IV
                                   Director,  President  and
                                   Chief  Accounting  Officer


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been signed below by the following persons on behalf of the Company
and  in  the  capacities  and  on  the  dates  indicated.

October  11,  1999            By:  /s/  Charles  Cobb  IV
                              -------------------------------
                                   Charles  Cobb,  IV
                                   Director,  President  and
                                   Chief  Accounting  Officer

October  11,  1999            By:  /s/  H.  Wesley  Griggs
                              -------------------------------
                                   H.  Wesley  Griggs
                                   Director

October  11,  1999            By:  /s/  Christy  Foster
                              -------------------------------
                                   Christy  Foster
                                   Director

                                       15
<PAGE>


                           COBB RESOURCES CORPORATION
                                   __________




                        CONSOLIDATED FINANCIAL STATEMENTS
                       WITH REPORT OF INDEPENDENT AUDITORS
                   AS OF JUNE 30, 1999 AND FOR THE YEARS ENDED
                             JUNE 30, 1999 AND 1998

<PAGE>
<TABLE>
<CAPTION>
                           COBB RESOURCES CORPORATION
                                TABLE OF CONTENTS
                                   __________


                                                  PAGE(S)
                                                  -------
<S>                                                 <C>
Report of Independent Auditors . . . . . . . . . .  F-2

Audited Financial Statements

  Consolidated Balance Sheets as of June 30, 1999.  F-3

  Consolidated Statements of Operations for the
    years ended June 30, 1999 and 1998 . . . . . .  F-4

  Consolidated Statements of Stockholders' Equity
    for the years ended June 30, 1999 and 1998 . .  F-5

  Consolidated Statements of Cash Flows for the
    years ended June 30, 1999 and 1998 . . . . . .  F-6

Notes to Consolidated Financial Statements . . . .  F-7
</TABLE>

                                       F-1
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS



Board  of  Directors  and  Stockholders
Cobb  Resources  Corporation


We  have  audited the accompanying consolidated balance sheets of Cobb Resources
Corporation  as  of  June  30,  1999,  and the related statements of operations,
stockholders'  equity  and  cash  flows  for each of the two years in the period
ended  June  30, 1999.  These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial position of Cobb Resources
Corporation  as of June 30, 1999, and the results of its operations and its cash
flows for each of the two years in the period ended June 30, 1999, in conformity
with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.   As  discussed in Note 7 to the
financial  statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raises substantial doubt about its ability
to  continue  has  a going concern.  The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.


                                        /s/  Ham,  Langston  &  Brezina,  L.L.P.

Houston,  Texas
September  23,  1999

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                           COBB RESOURCES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                  JUNE 30, 1999
                                   __________

<S>                                          <C>
     ASSETS

Current assets:
  Cash and cash equivalents . . . . . . . .  $    70,906
  Marketable equity securities. . . . . . .      138,257
  Notes receivable. . . . . . . . . . . . .       60,000
  Accrued interest receivable . . . . . . .       14,664
                                             ------------

    Total current assets. . . . . . . . . .      283,827

Property and equipment, net . . . . . . . .       17,243
Non-producing oil and gas properties. . . .      133,503
                                             ------------

      Total assets. . . . . . . . . . . . .  $   434,573
                                             ============


LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------

Current liabilities:
  Notes payable and current portion of
    long-term debt. . . . . . . . . . . . .  $     7,195
  Accounts payable and accrued liabilities.       10,000
                                             ------------

    Total current liabilities . . . . . . .       17,195

Long-term debt, net of current portion. . .          630
                                             ------------

      Total liabilities . . . . . . . . . .       17,825
                                             ------------

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.10 par value; 25,000,000
    shares authorized; 8,534,257 shares
    issued and outstanding at June 30, 1999      853,426
  Additional paid-in capital. . . . . . . .    6,156,172
  Accumulated deficit . . . . . . . . . . .   (6,592,850)
                                             ------------

    Total stockholders' equity. . . . . . .      416,748
                                             ------------

      Total liabilities and stockholders'
        equity. . . . . . . . . . . . . . .  $   434,573
                                             ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                           COBB RESOURCES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 1999 AND 1998
                                   __________


                                        1999         1998
                                     -----------  -----------
<S>                                  <C>          <C>
Revenues:
  Mining royalty income, net. . . .  $   76,500   $   76,500
  Interest and other income . . . .      41,257       20,985
  Unrealized gain on marketable
    equity securities . . . . . . .           -      104,173
                                     -----------  -----------

    Total revenues. . . . . . . . .     117,757      201,658
                                     -----------  -----------

Costs and expenses:
  Property lease expenses . . . . .       4,163       10,411
  Dry hole expense. . . . . . . . .      26,405            -
  Loss on sale of property. . . . .      16,965            -
  Depreciation expense. . . . . . .       8,724        8,675
  General and administrative. . . .     275,686      327,158
  Realized loss on marketable
    equity securities . . . . . . .     219,515      157,424
  Unrealized loss on marketable
    equity securities . . . . . . .       6,936            -
  Interest expense. . . . . . . . .       1,407        3,457
                                     -----------  -----------

    Total costs and expenses. . . .     559,801      507,125
                                     -----------  -----------

Net loss. . . . . . . . . . . . . .  $ (442,044)  $ (305,467)
                                     ===========  ===========

Basic and diluted net loss per
  common share. . . . . . . . . . .  $    (0.05)  $    (0.04)
                                     ===========  ===========

Weighted average shares outstanding   8,534,257    8,534,257
                                     ===========  ===========
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                             COBB RESOURCES CORPORATION
                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                     FOR THE YEARS ENDED JUNE 30, 1999 AND 1998
                                                     __________


                                                  ADDITIONAL                               RECEIVABLE
                                COMMON STOCK        PAID-IN     ACCUMULATED    TREASURY       FROM
                             ---------  --------
                              SHARES     AMOUNT     CAPITAL       DEFICIT       STOCK      STOCKHOLDER      TOTAL
                             ---------  --------  -----------  -------------  ----------  -------------  -----------
<S>                          <C>        <C>       <C>          <C>            <C>         <C>            <C>
Balance at June 30, 1997,
  as restated . . . . . . .  8,534,257  $853,426  $ 6,156,172  $ (5,845,339)  $  (6,000)  $    (98,571)  $1,059,688

Payments from stockholder,
  net . . . . . . . . . . .          -         -            -             -           -         98,571       98,571

Net loss for the year
  ended June 30, 1998 . . .          -         -            -      (305,467)          -              -     (305,467)
                             ---------  --------  -----------  -------------  ----------  -------------  -----------

Balance at June 30, 1998. .  8,534,257   853,426    6,156,172    (6,150,806)     (6,000)             -      852,792

Treasury stock issued to
  an officer/stockholder
  as compensation (60,000
  shares) . . . . . . . . .          -         -            -             -       6,000              -        6,000

Net loss for the year
  ended June 30, 1999 . . .          -         -            -      (442,044)          -              -     (442,044)
                             ---------  --------  -----------  -------------  ----------  -------------  -----------

Balance at June 30, 1999. .  8,534,257  $853,426  $ 6,156,172  $ (6,592,850)  $       -   $          -   $  416,748
                             =========  ========  ===========  =============  ==========  =============  ===========
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                           COBB RESOURCES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 1999 AND 1998
                                   __________


                                                      1999        1998
                                                   ----------  ----------
<S>                                                <C>         <C>
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . .  $(442,044)  $(305,467)
  Adjustments to reconcile net income to
    net cash used in operating activities:
    Depreciation expense. . . . . . . . . . . . .      8,724       8,675
    Loss on sale of property. . . . . . . . . . .     16,965           -
    Realized loss on marketable equity
      securities. . . . . . . . . . . . . . . . .    219,515     157,424
    Unrealized loss (gain) on marketable
      equity securities . . . . . . . . . . . . .      6,936    (104,173)
    Dry hole expense. . . . . . . . . . . . . . .     26,405           -
    Bad debt expense. . . . . . . . . . . . . . .     72,500           -
    Issuance of treasury stock for compensation .      6,000           -
    Changes in operating assets and
      liabilities:
      Decrease in marketable equity
        securities. . . . . . . . . . . . . . . .      7,852      93,068
      Increase in accrued interest
        receivable. . . . . . . . . . . . . . . .     (7,678)     (6,986)
      Decrease in accounts payable and
        accrued liabilities . . . . . . . . . . .          -     (21,597)
                                                   ----------  ----------

        Net cash used in operating activities . .    (84,825)   (179,056)
                                                   ----------  ----------

Cash flows from investing activities:
  Capital expenditures. . . . . . . . . . . . . .    (55,551)    (38,518)
  Proceeds from sale of oil and gas
    properties. . . . . . . . . . . . . . . . . .     28,718           -
  Proceeds from certificate of deposits . . . . .     10,000           -
  Increase in receivable from a stockholder . . .          -      (2,914)
                                                   ----------  ----------

        Net cash used in investing activities . .    (16,833)    (41,432)
                                                   ----------  ----------

Cash flows from financing activities:
  Principal payments on notes payable . . . . . .     (7,024)    (19,204)
                                                   ----------  ----------

        Net cash used in financing activities . .     (7,024)    (19,204)
                                                   ----------  ----------

Net decrease in cash and cash equivalents . . . .   (108,682)   (239,692)

Cash and cash equivalents at beginning of
  period. . . . . . . . . . . . . . . . . . . . .    179,588     419,280
                                                   ----------  ----------

Cash and cash equivalents at end of period. . . .  $  70,906   $ 179,588
                                                   ==========  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest expense. . . . . . . . . .  $   1,407   $   3,457
                                                   ==========  ==========
</TABLE>

                 See Notes to Consolidated Financial Statements.
                                       F-6
<PAGE>
                          COBB RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

1.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES
       ----------------------------------------------------

Cobb  Resources  Corporation  (the  "Company")  is a New Mexico Corporation that
holds  a  royalty  interest  in  and  collects royalty payments on a certain New
Mexico  copper  property.  The  Company was historically involved in oil and gas
exploration and development but has now sold or written off substantially all of
its  oil  and gas working interests and has turned its attention to investing in
publicly  traded  oil  and  gas companies that management feels are undervalued.
Following  is  a  summary  of  the  Company's  significant  accounting policies.

     PRINCIPLES  OF  CONSOLIDATION
     -----------------------------

The  consolidated  financial  statements include the accounts of the Company and
its  wholly owned subsidiaries after elimination of all significant intercompany
accounts  and  transactions.

     MANAGEMENT  ESTIMATES
     ---------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting period.  Actual results could differ from those estimates.  These
estimates  primarily  involve  the  useful  lives of property and equipment, the
valuation  of  investments  and  deferred  tax  assets  and the realizability of
accounts  receivable.

     REVENUE  RECOGNITION
     --------------------

Royalty  income  is recognized ratably over the year in which it is earned.  The
Company  is  paid  annually.

     CONCENTRATIONS  OF  CREDIT  RISK
     --------------------------------

Financial instruments which subject the Company to concentrations of credit risk
include  cash,  marketable  equity  securities  and  accounts  receivable.   The
Company  maintains its cash in well known banks selected based upon management's
assessment  of the banks' financial stability.  Balances periodically exceed the
$100,000  federal  depository  insurance  limit;  however,  the  Company has not
experienced  any losses on deposits.  Accounts receivable generally arise from a
U.S.  mining company operating in New Mexico and relate to the Company's minimum
royalty  on  certain  copper  properties.

                                       F-7
<PAGE>
                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

1.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------------

     CASH  EQUIVALENTS
     -----------------

For  purposes  of  reporting  cash  flows,  the Company considers all short-term
investments  with  an  original  maturity  of  three  months  or less to be cash
equivalents.

     PROPERTY  AND  EQUIPMENT
     ------------------------

Property  and equipment is stated at cost.  Depreciation is computed principally
by  the  straight-line  method  over  the  estimated useful lives of 5 years for
office  furniture  and  equipment,  and  3  years  for transportation equipment.

     INCOME  TAXES
     -------------

The  Company  uses  the  liability method in accounting for income taxes.  Under
this  method,  deferred  tax  assets  and  liabilities  are  determined based on
differences  between  financial  reporting  and  income  tax carrying amounts of
assets  and  liabilities  and  are measured using the enacted tax rates and laws
that  will  be  in  effect  when  the  differences  are  expected  to  reverse.

     INVESTMENTS
     -----------

Marketable equity securities are classified as trading and are carried at quoted
market  values.  The  change  in  unrealized  gain or loss with respect to these
securities  is  recorded  currently  in  operations.

     EARNINGS  PER  SHARE
     --------------------

Earnings per share are computed based upon the weighted average number of shares
of  common  stock  outstanding.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

The Company includes fair value information in the notes to financial statements
when  the  fair  value  of  its financial instruments is different from the book
value.  When the book value approximates fair value, no additional disclosure is
made.

                                       F-8
<PAGE>
                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________


2.     NOTES  RECEIVABLE
       -----------------

Notes  receivable  as  of  June  30,  1999  consists  of  the  following:

<TABLE>
<CAPTION>
                                   CURRENT    NON-CURRENT
                                   --------  -------------
<S>                                <C>       <C>
  Notes receivable. . . . . . . .  $ 60,000  $     12,500
  Allowance for doubtful accounts         -       (12,500)
                                   --------  -------------

                                   $ 60,000  $          -
                                   ========  =============
</TABLE>

The $60,000 note receivable is due from the Company's primary legal counsel, who
is  also  a  member  of  the  Company's  board  of  directors.  Such  note  is
uncollateralized,  bears  interest at 12% per year and is due December 31, 1999.
(See  Note  9)


3.     PROPERTY  AND  EQUIPMENT
       ------------------------

Property  and  equipment  as  of  June  30,  1999  consists  of  the  following:

<TABLE>
<CAPTION>
<S>                              <C>
  Vehicles. . . . . . . . . . .  $ 43,106
  Furniture and fixtures. . . .       518
                                 ---------

                                   43,624

  Less accumulated depreciation   (26,381)
                                 ---------

                                 $ 17,243
                                 =========
</TABLE>

4.     NOTES  PAYABLE  AND  LONG-TERM  DEBT
       ------------------------------------

Notes  payable  and long-term debt as of June 30, 1999 consist of the following:

<TABLE>
<CAPTION>
<S>                                      <C>
  Bank note payable in monthly install-
    ments of $633, including interest
    at 8.75%, through August 2000,
    collateralized by a vehicle . . . .  $ 7,825
                                         --------

                                           7,825
  Less current portion. . . . . . . . .   (7,195)
                                         --------

                                         $   630
                                         ========
</TABLE>

                                       F-9
<PAGE>
                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

4.     NOTES  PAYABLE  AND  LONG-TERM  DEBT,  CONTINUED
       ------------------------------------------------

Future  annual  maturities  of  long-term  debt at June 30, 1999 are as follows:

<TABLE>
<CAPTION>
 YEAR ENDING
  JUNE 30,
 ------------
<S>           <C>
        2000  $      7,195
        2001           630
              ------------

              $      7,825
              ============
</TABLE>

5.     INCOME  TAXES
       -------------

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.  Significant components
of the Company's deferred tax assets and liabilities as of June 30, 1999 were as
follows:

<TABLE>
<CAPTION>
<S>                                   <C>
  Deferred tax assets:
    Net operating loss carryforwards  $1,029,507
    General business tax credit
      carryforward . . . . . . . . .      10,374
    Cumulative unrealized losses on
      marketable equity securities .       2,358
                                      ----------

      Total deferred tax assets. . .   1,042,239

    Valuation allowance on deferred
      tax assets . . . . . . . . . .   1,042,239
                                      ----------

  Net deferred tax assets. . . . . .  $        -
                                      ==========
</TABLE>

The  difference  between  the Federal statutory rate and the Company's effective
income  tax  rate  as  of  June  30,  1999  is  as  follows:

<TABLE>
<CAPTION>
<S>                                  <C>         <C>
  Benefit at Federal statutory rate  $(150,295)  (34)%

  Change in valuation allowance . .   (126,857)  (29)%

  Expiration of net opera-
    ting loss and tax credit
    carryforwards and other . . . .    277,152    63 %
                                     ----------  -----

                                     $       -     - %
                                     ==========  =====
</TABLE>

                                      F-10
<PAGE>
                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

5.     INCOME  TAXES,  CONTINUED
       -------------------------

At  June  30,  1999,  for federal income tax reporting purposes, the Company has
approximately  $3,000,000  of  unused  net  operating  losses  available  for
carryforward  to  future  years.  The  benefit  from  carryforward  of  such net
operating  losses  will  expire during the years 2000 to 2019.  The benefit from
utilization  of net operating loss carryforwards could be subject to limitations
if  significant  ownership  changes  occur  in  the  Company.

6.     CONTINGENCIES
       -------------

On October 30, 1990, a mining joint venture (the "Venture") in which the Company
was  previously  involved,  received notice from the United States Environmental
Protection  Agency  ("EPA")  that  the  Venture  was believed by the EPA to be a
"potentially  responsible  party" for the release of certain allegedly hazardous
substances  at  a  site  located  in central Colorado.  The Venture operated the
facility  for  only a brief period, but may be required to bear its share of any
costs  incurred  in connection with this matter.  Any such amounts for which the
Company  may  ultimately  be  held  liable  may  not  be  adequately  covered by
insurance.

The  Company  believes that other parties have taken appropriate response action
required  at  this central Colorado site and have obtained EPA approval of their
cleanup  actions.  In  the  opinion  of  the  Company's  management and based on
independent  advice  from  professional  experts  engaged to assess the site, it
appears unlikely that the Company will be responsible to bear material liability
in  this  matter.

The  Company  was  notified  by the operator of the Venture that the Venture had
received  on December 8, 1991 a notice of violation from the Colorado Department
of  Health  ("Department") in connection with alleged noncompliance with certain
amended standards of water discharge permits at a gold mine owned by the Venture
from July 1991 through October 1991.  To this date, while the Department has not
assessed  any fines, the Company is not able to assess fully the extent to which
response  or  remedial  action may be required.  The mine and the Company may be
held  responsible for any such required actions.  There can be no assurance that
the  ultimate  resolution of this matter will not have a material adverse effect
on  the  Company  in  the  future.

                                      F-11
<PAGE>
                           COBB RESOURCES CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   __________

7.     GOING  CONCERN  CONSIDERATIONS
       ------------------------------

The  accompanying  financial  statements  have  been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the satisfaction of
liabilities  in  the  normal  course  of  business.  As  shown  in the financial
statements  during  the years ended June 30, 1999 and 1998, the Company incurred
losses of $442,044 and $305,467, respectively,  and at June 30, 1999 the Company
had  an  accumulated  deficit  of  $6,592,850.

In  addition,  as  described  in Note 7, the Company's primary source of income,
copper  royalties,  has  become  questionable  because  the  company  paying the
royalties,  Alta  Gold Company, filed for reorganization under Chapter 11 of the
Federal  Bankruptcy  Code  in  April  1999.  (See  Note  8)

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the  Company  be  unable  to  continue  as  a  going  concern.  The  Company's
continuation  as  a  going  concern  is  dependent  upon its ability to generate
sufficient  cash  flow to meet its obligations on a timely basis, and ultimately
to  attain  profitability.

8.     MAJOR  CUSTOMERS
       ----------------

During the years ended June 30, 1999, and 1998, the Company received 100% of its
mining  royalty  income  from  a  single  U.S. mining company, Alta Gold Company
("Alta").  In April 1999, Alta filed for reorganization  under Chapter 11 of the
Federal  Bankruptcy Code.  This matter is still pending; however, as a result of
this  reorganization, the Company fully reserved $60,000 of royalties receivable
recognized  during  the  year  ended  June  30,  1999.

9.     RELATED  PARTY  TRANSACTIONS
       ----------------------------

Notes  receivable  at  June  30,  1999 includes a $60,000 note receivable from a
director  of the Company.  This note originated in connection with cash advances
to  the director and the sale of certain oil and gas properties.  The note bears
interest  at  12%  per  year  and  is  due  December  31,  1999.  (See  Note  2)

The  Company  maintains  its  corporate  offices  in  the  home of the Company's
president  and  most  significant  shareholder.  During the years ended June 30,
1999  and  1998,  the  Company paid approximately $7,675 in rent expense to this
individual.

                                      F-12
<PAGE>
10.    IMPACT OF YEAR 2000
       -------------------

     The  Year 2000 issue is the result of computer programs being written using
two  digits rather than four to define the applicable year. Any of the Company's
computer  programs  that have time sensitive software may recognize a date using
"00"  as  the year 1900 rather than the year 2000. This could result in a system
failure  or  miscalculation  causing  disruption  of  business  activities.

     Based  on  its  assessments,  the  Company  believes  that  no  significant
modifications  of  existing  computer  software  will  be  required. The Company
believes  that its computer systems will function properly with respect to dates
in the year 2000 and thereafter. The Company also believes that costs related to
the  Year  2000  issue  have not and will not be significant and will not exceed
$5,000.

     The  Company  has assessed its relationships with significant suppliers and
major  customers  to  determine the extent to which the Company is vulnerable to
any  third  party's failure to remedy their own Year 2000 issues. Based on these
assessments,  management  believes that significant exposure does not exist with
respect to third parties.

11.    STOCK OPTIONS
       -------------

The  Company  periodically  issues  incentive  stock  options  to key employees,
officers,  and  directors to provideadditional incentives to promote the success
of  the  Company's business and to enhance the ability to attract and retain the
services of qualified persons.  The issuance of such options are approved by the
Board  of  Directors.  The  exercise price of an option granted is determined by
the fair market value of the stock on the date of grant.  At June 30, 1999, 1998
and 1997, the Company had outstanding 250,000 currently exercisable options with
an  exercise price of $0.06 per share, expiring in July 2004.  Such options were
issued  prior  to  January  1,  1996.

The  Company  has  elected to follow Accounting Principles Board Opinion No. 25,
"Accounting  for Stock Issued to Employees" (APB 25) and related Interpretations
in  accounting  for  its employee stock options because, as discussed below, the
alternative  fair  value  accounting  provided for under FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation",  requires  use of option valuation
models that were not developed for use in valuing employee stock options.  Under
APB  25,  because  the exercise price of the Company's employee stock options on
the  date  of  grant,  no  compensation  expense  has  been  recognized.

                                      F-13
<PAGE>